ARTICLE I.
Offices
The principal office of the corporation shall be located in Harrisburg, Banner County, Nebraska. The corporation may have such other offices as may be designated by the Board of Directors from time to time.
ARTICLE II.
Directors
Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors, which shall have and shall exercise all the powers of the corporation subject to the limitations imposed by the Articles of Incorporation and these By laws.
Section 2. Number of Directors. The number of directors on the Board of Directors of the corporation shall be not less than five (5) nor more than seven (7) as from time to time shall be determined by the Board of Education of the Banner County Public School (the "School District"). The number of directors may be increased or decreased from time to time by amendment of these By-Laws. When the number of directors is decreased by amendment of these By-Laws, each director in office shall serve until his or her term expires or until resignation or removal as herein provided.
Section 3. Election and Term. The initial Board of Directors shall be as set forth in the Articles of Incorporation. The term of office of three (3) of the five (5) voting members of the initial Board of Directors shall expire at the annual meeting of the Board of Directors held in 2005. The term of office of the other two (2) voting members of the initial Board of Directors shall expire at the annual meeting of the Board of Directors held in 2007. Thereafter, voting members of the Board of Directors shall be appointed by a majority vote of the Board of Education of the School District (the "Board of Education") to serve for a term of four (4) years. At all times, at least one of the directors shall be a current member of the Board of Education. A director shall hold office until his or her successor is duly appointed and qualified. Any director may be reappointed after the expiration of his or her term. In addition to those voting members of the Board of Directors appointed by the Board of Education, the Superintendent of the School District shall at all times be considered a non-voting member of the Board of Directors of the corporation.
Section 4. Vacancies. Any vacancy on the Board of Directors, whether created by death, resignation, or removal of a Director or by an increase in the number of directors may be filled at any time by appointment of the Board of Education. Directors so appointed shall takeoffice upon signing an acceptance of appointment at the next regularly scheduled meeting of the Board of Directors.
Section 5. Removal. Any director may be removed by the affirmative vote of a majority of the Board of Education. Upon removal of a director by the Board of Education, the acting President of the Board of Education shall provide written notice of such removal to the appointed director and to either the President or Secretary of the corporation.
Section 6. Regular Meetings. A regular annual meeting of the Board of Directors shall be held on the first Monday in March of each year at the Business Office of the School District without further notice than these By-Laws for the purpose of electing officers of the corporation and transacting such other business as may properly come before the meeting. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.
Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place and time for the holding of any special meeting of the Board of Directors called by them.
Section 8. Notice of Special Meetings. Notice of any special meeting shall be given in writing at least five (5) days prior to the date of any such meeting and the same shall be delivered personally, mailed, sent via facsimile, or sent via e-mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, so addressed to the director at his or her last known address. If notice is given by facsimile, such notice shall be deemed to be delivered when transmitted to the director's facsimile number. If sent via e-mail, such notice shall be deemed delivered when transmitted to the director's e-mail address. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 9. Quorum. A majority of the directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is not present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 10. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number of directors is required by law, the Articles of Incorporation or these By laws.
Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 12. Compensation. Directors shall not receive any stated salary for their services as directors, but, by resolution of the Board, a reasonable sum for expenses of attendance, if any, may be allowed for attendance at each annual, regular or special meeting of the Board.
Section 13. Action Without Meeting. Any action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. Action taken without a meeting is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Section 14. Telephone Conference. Directors may participate in any meeting of the Board of Directors through the use of conference telephone or any other means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 15. Rules of Order. Robert's Rules of Order, latest available edition, shall be recognized as the authority governing the meetings of the Board of Directors in all instances wherein its provisions do not conflict with these By-Laws, the Articles of Incorporation, or any statute of the State of Nebraska.
ARTICLE III.
OFFICERS
Section 1. Number. The officers of the corporation shall be a President, Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors and each of whom shall be a director of this corporation.
Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors as set forth in these By-Laws. If the election of the officers shall not be held at such meeting of the Board of Directors, such election shall be held as soon thereafter as is
convenient. Each officer shall hold office until his or her successor shall have been duly elected and shall have assumed office.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever, in its judgment, the best interests of the corporation would be served thereby.
Section 4. Resignation. Any officer of the corporation may resign at any time by delivering a written notice of such resignation to the Secretary, or in the Secretary's absence, to the President of the corporation and the Board of Directors may thereafter, at any meeting, accept the resignation of any such officer of the corporation.
Section 5. Vacancies. A vacancy in an office because of death, resignation, removal, disqualification of otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 6. President. The President shall be the chief executive officer of the corporation and subject to the control of the Board of Directors, shall in general supervise and control all of the business affairs and property of the corporation. The president shall, when present, preside over all meetings of the Board of Directors of the corporation. In addition, thereto, the President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to that office or as from time to time may be assigned to the President by these By-Laws or by the Board of Directors.
Section 7. Vice President. In the absence of the President, in the event of the President's death, inability or refusal to act or at the request of the President, the Vice President shall perform the duties of the President and when so acting, shall have all of the powers of and be subject to all of the restrictions placed upon the President. The Vice President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned to the Vice President by these By-Laws, the Board of Directors or the President.
Section 8. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors, and all committees thereof, in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By laws or as required by law; (c) in the absence of the President, or in the event of his death, inability or refusal to act, and in the further event that there is no Vice President capable or willing to act, then the Secretary shall perform the duties of the President, and when so acting, shall have all of the powers of and be subject to all of the restrictions placed upon the President; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by these By-Laws, the Board of Directors or the President.
Section 9. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds of the corporation; (b) keep full and accurate accounts of all receipts
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and disbursements of the corporation, an inventory of the assets, and a record of the liabilities of the corporation; (c) deposit all money and other securities in the name of the corporation in such banks, trust companies or other depositories as may be designated by the Board of Directors; (d) disburse the funds of the corporation as ordered by the Board of Directors, taking proper vouchers for disbursements; (e) prepare all statements and reports required by law, or as requested by the President or the Board of Directors; and (f) generally perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to the Treasurer by these By-Laws, the Board of Directors or the President.
Section 10. Salary. No salary shall be paid to any officer of the corporation, but this shall not prevent the reimbursement of any officer or director of any expense authorized by the Board of Directors which was incurred on behalf of the corporation.
Section 11. Assistant Secretaries and Assistant Treasurers. The Board of Directors may, from time to time, designate one or more persons to serve as Assistant Secretary and Assistant Treasurer with such duties and responsibilities as may be designated in the resolution of appointment.
IV.
COMMITTEES
Section 1. Authority to Create Committees. The Board of Directors may establish and select the members of one or more committees as it determines necessary or desirable to carry out the purpose of this corporation. Each committee, when so established by the Board of Directors, shall consist of two or more directors of the corporation who shall serve at the pleasure of the Board of Directors. The creation of a committee and appointment of members to it must be approved by the greater of: (a) a majority of all of the directors in office when the action is taken; or (b) the number of directors required for the Board to act as provided herein.
Section 2. Manner of Acting. The provisions hereof which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees of the Board and their members. Members of a committee may participate in a meeting of the committee or conduct the meeting through telephone conference or through the use of any other means of communication by which all members participating in the meeting may simultaneously hear each other during the meeting. A member of a committee participating in a meeting by this means is deemed to be present at the meeting.
Section 3. Authority of Committees. Committees of the Board of Directors may exercise the authority of the Board of Directors to the extent specified by the Board of Directors. Notwithstanding the foregoing, a committee of the Board of Directors may not: (a) authorize distributions; (b) approve or recommend to members the dissolution, the merger, or
the sale, pledge or transfer of all or substantially all of the corporation's assets; (c) elect, appoint, or remove directors or fill vacancies on the Board of Directors or on any of its committees; or (d) adopt, amend or repeal the Articles of Incorporation or these By-Laws. The designation or appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon such director by law, these By-Laws or the Articles of Incorporation of this corporation.
ARTICLE V.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer(s) or agent(s) to enter into any contract or execute and deliver any instrument in the name of or on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or any other person shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or for any amount.
Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a specific resolution of the Board of Directors. Without authority by the Board of Directors, no officer, agent or other person shall have the power or authority to bind the corporation to any such indebtedness or render the corporation liable for the repayment of the same.
Section 3. Drafts, Checks, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer(s) or agent(s) of the corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise employed, shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VI. FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of December of each year.
ARTICLE VII. WAIVER OF NOTICE
Whenever any notice is required to be given to any director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the Nebraska Nonprofit Corporation Act, a waiver thereof in writing, signed by the director entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.
ARTICLE VIII. INVESTMENTS
The Corporation shall have the right, subject to any restrictions contained in the Articles of Incorporation or these By-Laws, to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a director is or may hereafter be permitted by law to make or any similar restrictions, provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or would result in the denial of tax exemption under Sections 501, 503, 504, 509 or 170 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. In addition, thereto, in the event that a gift or devise is received by the corporation with certain restrictions thereon regarding the investment thereof, once said gift or device is accepted by the corporation, any restrictions placed thereon shall bind the corporation to honor those restrictions. However, in the event that such restrictions may directly or indirectly affect the tax exempt status of the corporation, those gifts shall be rejected by the corporation.
ARTICLE IX.
VOTING STOCK OWNED BY CORPORATION
Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the corporation to vote, either in person or by proxy, at any meeting of shareholders of any corporation in which this corporation may hold stock and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.
ARTICLE X.
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No director, officer, employee or person connected with the corporation, or any other private individual, shall receive any of the net earnings or pecuniary profit from the operations of the corporation; provided, however, this shall not prevent the payment to any person of reasonable compensation for services rendered to or for the corporation or actual out-of-pocket expenses incurred by any such person when acting on behalf of the corporation or in furtherance of the corporation's purposes as shall be fixed and paid by the Board of Directors. In addition thereto, no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. Upon dissolution and winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied or provision made therefor, any assets then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over as provided in the Articles of Incorporation.
